Terms & Policies

The Agreement. The term “Agreement” collectively refers to these Terms and Policies, the HealthSync Global Compensation Plan, and the HealthSync Global Business Entity Addendum (the Business Entity Addendum is only applicable to Wellness Partners who enroll as a business entity, all in their current form and as may be amended in the future at the Company’s discretion. Independent Wellness Partners shall be referred to herein as “Wellness Partners.” HealthSync Global, LLC shall be referred to as “HealthSync Global” or the “Company.” Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.

Adherence to the Agreement. Wellness Partners must comply with the Agreement. If you have not yet reviewed the Terms and Policies at the time you execute this Agreement, they are posted in your Wellness Partner Back-Office. You must review the Terms and Policies within five days from the date on which you execute this Agreement. If you do not agree to the Terms and Policies, your sole recourse is to notify the Company and cancel your HealthSync Global Agreement. Failure to cancel constitutes your acceptance of the Terms and Policies. You must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from HealthSync Global.

Amendments to the Agreement. The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication of the amended provisions in each Wellness Partner’s Back-Office, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments, your sole recourse is to cancel your HealthSync Global Agreement.

W-9 Form Required. You must submit a properly completed IRS Form W-9 to HealthSync Global each year once you have earned $400 in that year. Failure to submit a W-9 will result in the cancellation of your HealthSync Global business. If you do not submit your W-9 your HealthSync Global business will be placed on suspension and you will not be eligible to earn additional commissions or to operate your HealthSync Global business. If you fail to submit your W-9 within 30 days from the date on which the W-9 notice is posted in your Back Office, your HealthSync Global business will be cancelled.

Have the right to sell, and solicit orders for, HealthSync Global products in accordance with these Terms and Policies. It is within the exclusive right of HealthSync Global to accept or reject orders submitted by Wellness Partners;

Have the right to enroll others as HealthSync Global Wellness Partners;

If qualified, have the right to earn commissions pursuant to the HealthSync Global Compensation Plan.

Independent Contractor Status. Wellness Partners are independent contractors and not employees, partners, legal representatives, or franchisees of HealthSync Global, LLC. Wellness Partners are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. WELLNESS PARTNERS SHALL NOT BE TREATED AS A HEALTHSYNC GLOBAL EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. HealthSync Global is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from Wellness Partners’ compensation. Wellness Partners are not entitled to workers compensation or unemployment security benefits of any kind from HealthSync Global.

Assignment of Rights and Delegation of Duties. Wellness Partners may not assign any rights under the Agreement without the prior written consent of HealthSync Global, Inc. Any attempt to transfer or assign the Agreement without the express written consent of HealthSync Global renders the Agreement voidable at the option of HealthSync Global and may result in termination of your HealthSync Global business.

If the assets of HealthSync Global, or a controlling ownership interest in HealthSync Global, is transferred to a third party, HealthSync Global may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.

Waiver. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

Waiver of Right of Publicity. Wellness Partners grant HealthSync Global an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Wellness Partners waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

Minimum Age. Persons under age 18 may not be Wellness Partners and no Wellness Partner shall knowingly recruit or sponsor, or attempt to recruit or sponsor, any person under age 18.

Severance. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Wellness Partner against HealthSync Global shall not constitute a defense to HealthSync Global’s enforcement of any term or provision of the Agreement.

Term and Renewal of a HealthSync Global Business. The term of this agreement is one year (subject to prior cancellation pursuant to the Terms and Policies). HealthSync Global reserves the right to terminate all Wellness Partner Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels.

A participant in this multilevel marketing program has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the company at its principal business address or via the Wellness Partner’s Back-Office.

Maryland Residents: A participant may cancel the contract for any reason within 3 months after the date of receipt of goods or services first ordered; upon cancellation, the Company shall repurchase the goods; and the repurchase price shall be at least 90% of the original price paid by the participant.

Independent Contractor Relationship. Wellness Partners are independent contractors and not employees of HealthSync Global. In all written, graphic, or digital material used for HealthSync Global business purposes, Wellness Partners must represent themselves as an “HealthSync® Global independent Wellness Partner.” In verbal conversations with prospective Wellness Partners and customers, Wellness Partners must introduce themselves as a “HealthSync Global Independent Wellness Partner.” Wellness Partners shall not lead anyone to believe that they are employees of HealthSync Global.

General Conduct. Wellness Partners shall safeguard and promote the good reputation of HealthSync Global and its products, and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. Wellness Partners shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Wellness Partners must adhere pursuant to this section, the following standards specifically apply to Wellness Partners’ activities:

Deceptive conduct is always prohibited. Wellness Partners must ensure that their statements are truthful, fair, accurate, and are not misleading;

If a Wellness Partner’s HealthSync Global business is cancelled for any reason, the Wellness Partner must discontinue using the HealthSync Global name, and all other HealthSync Global intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.

Wellness Partners may not represent or imply that any state or federal government official, agency, or body has approved or endorses HealthSync Global, its program, or products.

Wellness Partners must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.

Social Media. In addition to meeting all other requirements specified in these Terms & Policies, should a Wellness Partner utilize any form of social media in connection with her HealthSync Global business, including but not limited to blogs, Facebook, Twitter, Linkedin, YouTube, or Pinterest, the Wellness Partner agrees to each of the following:

Wellness Partners are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media site that they own, operate, or control.

Wellness Partners shall not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.

No product sales or enrollments may occur on or through any social media site. To process sales or enrollments, a social media site must link only to the Wellness Partner’s HealthSync Global replicated website, HealthSync Global’s corporate website or an official HealthSync Global corporate social media page.

It is each Wellness Partner’s responsibility to follow the social media site’s terms of use.

Any social media site that is directly or indirectly operated or controlled by a Wellness Partner that is used to discuss or promote HealthSync Global’s products, or the HealthSync Global opportunity may not link to any website, social media site, or site of any other nature that promotes the products, services, or business program of any direct selling company other than HealthSync Global.

(Violation of the following provision shall also constitute a violation of Policy 28). While a Wellness Partner’s Agreement is in effect, and for 12 calendar months thereafter, the Wellness Partner (or former Wellness Partner) shall not post on any social media site on which s/he discusses or presents, or has discussed or presented, HealthSync Global’s products or the HealthSync Global business, if the post:

Promotes the goods, services, or business of another direct selling business;

Solicits any third-party for another direct selling business;

May reasonably be foreseen to invite or draw an inquiry from visitors to the site about the posting Wellness Partner’s (or former Wellness Partner’s) non-HealthSync Global business activities.

If a Wellness Partner creates a social media business page that promotes HealthSync Global’s products or business, the page may not promote or advertise the products or opportunity of any other network marketing business other than HealthSync Global and its products. If the Wellness Partner’s HealthSync Global business is cancelled for any reason the Wellness Partner must deactivate the page.

Wellness Partners shall respect the privacy of other social media users. Wellness Partners shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming or bullying others.

Wellness Partner Web Sites and Mobile Applications. Wellness Partners may create one external website or mobile application to promote their HealthSync Global business or HealthSync Global’s products and services. However, official HealthSync Global supplied replicated websites and Company supplied mobile applications (if applicable) are the only online forum through which HealthSync Global products may be sold and new HealthSync Global Wellness Partner enrollments may be transacted (prohibited online forums include, but are not limited to, Wellness Partners’ external websites, online auctions and classified listings). Any external website or mobile application must comply with each of the following:

It may not take and/or process product or service orders, sales or enrollments.

It must be directed to the Wellness Partner’s replicated website to process sales and/or enrollments.

It must clearly and conspicuously identify the Wellness Partner who is operating the external website and must clearly and conspicuously disclose that he/she is a HealthSync Global Independent Wellness Partner, and that the site is not HealthSync Global’s corporate website. Websites that do not identify the promoter of the site and/or that he/she is promoting HealthSync Global’s products or the HealthSync Global business (so called “blind” websites), are not permitted.

Upon cancellation of an independent Wellness Partner’s HealthSync Global business for any reason, the former Wellness Partner must immediately remove the external site from the internet and deactivate the functionality of any mobile application;

Prior to going live with an external website or mobile application, the Wellness Partner must submit a beta site / beta application to the Company for review and receive the Company’s written authorization to use the website. Following approval, any amendments to the Site or mobile application must also be submitted to the Company and receive written approval before going live.

The promoter of the website or mobile application may not sell access to the website or mobile application to any other Wellness Partner. The promoter of the website or mobile application shall make it available to other Wellness Partners free of charge.

The promoter of the website or mobile application shall provide login credentials to the Company free of charge.

HealthSync Global reserves the right to rescind approval for any approved external web site or mobile application, and Wellness Partners waive all claims against HealthSync Global, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission.

Wellness Partner Created Marketing Methods, Advertising, and Promotional Material (Sales Tools). All Wellness Partner created Sales Tools must be submitted to the Company and receive written approval before they can be used or made public. Wellness Partners who receive written authorization from HealthSync Global to produce and publish Sales Tools may make approved Sales Tools available to other Wellness Partners free of charge if they wish but may not sell the Sales Tools to other HealthSync Global Wellness Partners. HealthSync Global reserves the right to rescind approval for any approved Sales Tools, and Wellness Partners waive all claims against HealthSync Global, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission. Approved Sales Tools will be posted in the Marketing Library section of Wellness Partners’ Wellness Partner Back-Offices and will be available for all Wellness Partners’ use free of charge. The Wellness Partner(s) who created the Sales Tools grants HealthSync Global and other Independent Wellness Partners an irrevocable license to use the Sales Tools for HealthSync Global business purposes at its discretion, and waives all claims, including but not limited to intellectual property right claims, and/or claims for remuneration against HealthSync Global, its officers, directors, owners, agents, and other Independent Wellness Partners for such posting and/or use of the Sales Tools.

Confidential Information. “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to HealthSync Global’s Wellness Partners and/or customers: (a) that is contained in or derived from any Wellness Partners’ respective Wellness Partner Back-Office; (b) that is derived from any reports issued by HealthSync Global to Wellness Partners to assist them in operating and managing their HealthSync Global business; and/or (c) to which a Wellness Partner would not have access or would not have acquired but for his/her affiliation with HealthSync Global. Confidential Information constitutes proprietary business trade secrets belonging exclusively to HealthSync Global and is provided to Wellness Partners in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Wellness Partner’s use in building and managing his/her Independent HealthSync Global business.

Intellectual Property. HealthSync Global invests significant resources in developing products, genealogy information, sales tools, compensation plans, training and promotional material for Wellness Partners’ use in their HealthSync Global businesses. All such material is Confidential Information and is the intellectual property of HealthSync Global and is provided to Wellness Partners solely for use in their HealthSync Global businesses. No HealthSync Global Confidential Information or intellectual property may be used by any Wellness Partner for any purpose other than in connection with his/her HealthSync Global business, nor may any Wellness Partner share HealthSync Global’s Confidential Information or intellectual property with any third party.

The name “HealthSync Global” and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of HealthSync Global. The Company grants Wellness Partners a limited license to use its trademarks and trade names in promotional media for so long as the Wellness Partner’s Agreement is in effect. Upon cancellation of a Wellness Partner’s HealthSync Global business for any reason, the license shall expire and the Wellness Partner shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may a Wellness Partner use any of HealthSync Global’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address.

HealthSync Global commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Wellness Partners, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Wellness Partners may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

Company produced Sales Tools, videos, audios, podcasts, and printed material are also copyrighted. Wellness Partners shall not copy any such materials for their personal or business use without the Company’s prior written approval.

Sales Outlets. To support the Company’s direct selling distribution channel and to protect the independent contractor relationship, Wellness Partners agree that they will not sell HealthSync Global products in any wholesale, warehouse, or discount establishment, or any online auction or buy-sell site (including but not limited to ebay) without prior written approval from HealthSync Global. Notwithstanding the foregoing, Wellness Partners may display and sell HealthSync Global products at professional trade shows, home shows, and similar expositions.

Service Related Establishments. Wellness Partners may promote and sell HealthSync Global products in service-related establishments. A service-related establishment is one whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include offices of doctors, dentists and other health professionals; health clubs or fitness centers; beauty salons; and any other business where customer use of the establishment is controlled by membership or appointment. HealthSync Global reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its products.

Change of Sponsor. The only means by which a Wellness Partner may legitimately change his/her sponsor are by:

Voluntarily canceling his/her HealthSync Global business in writing and remaining inactive for six (6) full calendar months. Following the six-calendar month period of inactivity, the former Wellness Partner may reapply under a new sponsor. The Wellness Partner will lose all rights to his/her former downline organization upon his/her cancellation; or

Submitting a written request to the Company at Support@HealthSyncGlobal.com for a change of sponsor. The Wellness Partner requesting the transfer must also submit written and signed transfer authorization forms from his/her immediate seven upline Wellness Partners along with the transfer form.

Wellness Partners may request that they be moved to a new sponsor if they believe that they were mistakenly enrolled under the incorrect sponsor. Requests for sponsor changes based on a mistaken enrollment must be submitted to the company at support@healthsyncglobal.com within seven days from the date of the enrollment of the Wellness Partner who requests the sponsor change. The company may apply a $25 fee for any sponsor changes.

Waiver of Claims. In cases in which a Wellness Partner improperly changes his/her sponsor, HealthSync Global reserves the sole and exclusive right to determine the final disposition of the downline organization that was developed by the Wellness Partner in his/her second line of sponsorship. WELLNESS PARTNERS WAIVE ANY AND ALL CLAIMS AGAINST HEALTHSYNC GLOBAL, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM HEALTHSYNC GLOBAL’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW A WELLNESS PARTNER WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR.

Income Claims. When presenting or discussing the HealthSync Global opportunity or Compensation Plan to a prospective Wellness Partner, Wellness Partners may not make income projections, income claims, income testimonials, or disclose their HealthSync Global income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other HealthSync Global Wellness Partner. Nor may Wellness Partners make “lifestyle” income claims. A “lifestyle” income claim is a statement or depiction that infers or states that the Wellness Partner is able to enjoy a luxurious or successful lifestyle due to the income they earn from their HealthSync Global business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that a Wellness Partner was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations.

Compensation Plan and Program Claims. When presenting or discussing the HealthSync Global compensation plan, you must make it clear to prospects that financial success in HealthSync Global requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:

It’s a turnkey system.

The system will do the work for you.

Just get in and your downline will build through spillover.

Just join and I’ll build your downline for you.

The company does all the work for you.

You don’t have to sell anything.

All you do is buy your products every month.

The above are just examples of improper representations about the compensation plan and the Company’s program. It is important that you do not make these, or any other representations, that could lead a prospect to believe that they can be successful as a Wellness Partner without commitment, effort, and sales skill.

Media Inquiries. Wellness Partners must not interact with the media regarding the HealthSync Global business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to HealthSync Global’s marketing department.

Nonsolicitation. Wellness Partners are free to participate in other network marketing programs. However, during the term of this Agreement and for one year thereafter, with the exception of a Wellness Partner’s personally sponsored downline Wellness Partners, a Wellness Partner may not directly or indirectly Recruit other HealthSync Global Wellness Partners for any other network marketing business.

The term “Recruit” means the direct or indirect, actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, another HealthSync Global Wellness Partner to enroll or participate in another network marketing opportunity. This conduct constitutes Recruiting even if the Wellness Partner’s actions are in response to an inquiry made by another Wellness Partner or customer.

If a Wellness Partner is engaged in another network marketing program, it is the responsibility of the Wellness Partner to ensure that his or her HealthSync Global business is operated entirely separate and apart from all other businesses and/or Network Marketing programs. To this end, the Wellness Partner must not:

Display HealthSync Global promotional material, sales aids, or products with or in the same location as, any non-HealthSync Global promotional material or sales aids, products or services (Pinterest and similar social media sites are exempt from this provision).

Offer the HealthSync Global opportunity, products or services to prospective or existing customers or Wellness Partners in conjunction with any non-HealthSync Global program, opportunity or products.

Handling Personal Information. If you receive Personal Information from or about prospective Wellness Partners or customers, it is your responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of others once you no longer need it. Personal Information is information that identifies, or permits you to contact, an individual. It includes a customer’s, potential customers, Wellness Partners and prospective Wellness Partners’ name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.

Product Inventory & Bonus Buying. Wellness Partners may not carry an inventory of HealthSync Global products for resale except in limited circumstances such as to stock for a trade show, exposition, or for sale in a service location. Those wishing to stock an inventory of merchandise must contact the Company at support@healthsyncglobal.com in advance of the purchase and explain why the inventory is needed. No Personal or Downline Sales Volume will be attached to the inventory until the Wellness Partner who purchases the merchandise submits sales receipts verifying that the merchandise has been re-sold. In all other cases products are direct shipped from the Company to the customer. In addition, bonus buying is strictly prohibited. Bonus buying is the purchase of merchandise for any reason other than bona fide resale or use, or any mechanism or artifice to qualify for rank advancement or maintenance, incentives, prizes, commissions or bonuses that are not driven by bona fide product purchases by end user consumers for actual use.

Limitations on Wellness Partner and Household Businesses. Wellness Partners may own, operate, control, or have an interest in, only one HealthSync Global business, and there may be only one HealthSync Global business in a household. A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home.

Actions of Third-Parties. If a third party acting on behalf of, or with the active or passive assistance of a Wellness Partner engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Wellness Partner.

Tampering with Product Packaging. HealthSync Global products must be sold in their original packaging. Wellness Partners shall not alter the original packaging or labeling.

Negative Comments. Complaints and concerns about HealthSync Global should be directed to the customer Service Department. Wellness Partners must not disparage, demean, or make negative remarks to third parties or other Wellness Partners about HealthSync Global, its owners, officers, directors, management, other HealthSync Global Wellness Partners, the Marketing and Compensation plan, or HealthSync Global’s directors, officers, or employees. Disputes or disagreements between any Wellness Partner and HealthSync Global shall be resolved through the dispute resolution process, and the Company and Wellness Partners agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum.

Adjustment to Bonuses and Commissions. Compensation stemming from product sales is fully earned when the applicable return, repurchase, and chargeback periods applicable to product sales have all expired. If a product is returned to HealthSync Global for a refund or is repurchased by the Company, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) will be recovered by the Company. Unearned compensation will be deducted, in the month in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commission is recovered, from the upline Wellness Partners who received bonuses and commissions on the sales of the refunded products. Likewise, if it is the responsibility of a Wellness Partner to issue a refund to a customer, but HealthSync Global issues the refund, the Company may deduct the amount refunded to the customer from the Wellness Partner’s subsequent bonuses and commissions.

HealthSync Global reserves the right to withhold or reduce any Wellness Partner’s compensation as it deems necessary to comply with any garnishment or court order directing HealthSync Global to retain, hold, or redirect such compensation to a third party.

Return of Merchandise and Sales Aids by Wellness Partners Upon Cancellation or Termination. Upon cancellation or termination of a Wellness Partner’s Agreement, the Wellness Partner may return products and Sales Tools that he or she personally purchased from HealthSync Global within 12 months prior to the date of cancellation (the one-year limitation shall not apply to residents of Maryland, Massachusetts, Wyoming) so long as the goods are in currently marketable condition. The goods must be returned within 30 days from the date of the Wellness Partner’s cancellation or termination. Upon the Company’s receipt of returned goods and confirmation that they are in currently marketable condition, the Wellness Partner will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Goods are in “currently marketable condition" if they are unopened and unused and packaging and labeling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item, is not in currently marketable condition. Back Office and Replicated website fees are not refundable except as may be required under applicable state law.

Montana Residents: A Montana resident may cancel his or her Wellness Partner Agreement within 15 days from the date on which this application is submitted and may return his or her sales kit within such time and is entitled to a full refund for the sales kit and for any other consideration he/she paid within such time period to participate in the program.

Louisiana, Massachusetts and Wyoming Residents: If you cancel your Wellness Partner Agreement, upon receipt of your written request, HealthSync Global will refund 90% of the costs you have incurred to participate in the program during the current year.

Satisfaction Promise. If you’re not completely happy with your HealthSync Global purchase, you may return your item(s) for a refund within 30 days from the date of purchase for a full refund (less shipping). This satisfaction promise is not applicable to sale items, display items and business supplies and starter kits. If products are purchased in a product kit, the entire product kit must be returned rather than just any individual product(s). You must include a sales receipt or packing slip with your return.

This satisfaction promise applies only to merchandise purchased from HealthSync Global. Merchandise purchased from a HealthSync Global Independent Wellness Partner must be returned to the Wellness Partner for a refund, exchange or credit, and Wellness Partners shall issue the refund according to this policy. The Company reserves the right to cancel the business of any Wellness Partner if the Company reasonably believes that the Wellness Partner is abusing the satisfaction promise. If a Wellness Partner’s business is cancelled, the return will be treated as a cancellation return and the return (and all credits on account) shall be refunded according to the cancellation return policy.

Other Cancellation Rights. Customers, Preferred Customers and newly enrolled Associates have three business days within which to cancel their initial purchase and obtain a full refund. Residents of Alaska have five business days and residents of North Dakota age 65 and over have 15 days to cancel and receive a full refund. An explanation of these rights is explained on the sales receipt.

Disciplinary Sanctions. Violation of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Wellness Partner that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the Wellness Partner’s HealthSync Global business, and/or any other disciplinary measure that HealthSync Global deems appropriate to address the misconduct. In situations deemed appropriate by HealthSync Global, the Company may institute legal proceedings for monetary and/or equitable relief.

Indemnification. Wellness Partners agree to indemnify HealthSync Global all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that HealthSync Global incurs resulting from or relating to any act or omission by Wellness Partner that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. HealthSync Global may elect to exercise its indemnification rights through withholding any compensation due the Wellness Partner. This right of setoff shall not constitute HealthSync Global’s exclusive means of recovering or collecting funds due HealthSync Global pursuant to its right to indemnification.

Effect of Cancellation. A Wellness Partner whose business is cancelled for any reason will lose all Wellness Partner rights, benefits and privileges. This includes the right to represent yourself as an Independent HealthSync Global Wellness Partner, to sell HealthSync Global products and services and the right to receive commissions, bonuses, or other income resulting from his/her own sales and the sales and other activities of the Wellness Partner and the Wellness Partner’s former downline sales organization. There is no whole or partial refund for tangible sales kits that are not currently marketable, Wellness Partner Back-Office, replicated website or renewal fees if a Wellness Partner’s business is cancelled.

Voluntary Cancellation. A participant in this network-marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or by cancelling his/her business through the Wellness Partner’s Back-Office. A Wellness Partner may also voluntarily cancel his/her HealthSync Global business by failing to renew the Agreement on its monthly/annual anniversary date or by withdrawing consent to contract electronically.

Business Transfers. Wellness Partners in good standing who wish to sell or transfer their business must receive HealthSync Global’s prior written approval before the business may be transferred. Requests to transfer a business must be submitted in writing to the Company at support@HealthSyncglobal.com. It is within HealthSync Global’s discretion whether to allow a business sale or transfer, but such authorization shall not be unreasonably withheld. However, no business that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless and until the disciplinary matter is resolved. Prior to transferring a business to a third party, the Wellness Partner must offer HealthSync Global the right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company shall have ten days to exercise its right of first refusal.

Transfer Upon a Wellness Partner’s Death. A Wellness Partner may devise his/her business to his/her heirs. Because HealthSync Global cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, LLC, partnership, etc.), and HealthSync Global will transfer the business and issue commissions to the business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide HealthSync Global with certified letters testamentary and written instructions of the trustee of the estate, or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company a HealthSync Global Wellness Partner Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or the business will be cancelled.

Business Distribution Upon Divorce. HealthSync Global is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. HealthSync Global will recognize as the owner of the business the former spouse to who is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the HealthSync Global business must also execute and submit a HealthSync Global Wellness Partner Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.

Dissolution of a Business Entity. HealthSync Global is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, if a business entity that operates a HealthSync Global business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The HealthSync Global business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments. If the business entity wishes to sell or transfer its HealthSync Global business, it must do so pursuant to policy 45. In addition, the recipient of the HealthSync Global business must also execute and submit a HealthSync Global Wellness Partner Agreement to the Company within 30 days from the date of the dissolution of the business entity or the HealthSync Global business will be cancelled.

Inducing Wellness Partners to Violate the Agreement. Wellness Partners shall not directly or indirectly induce, encourage, or assist another Wellness Partner to violate the Agreement.

Reporting Errors. If a Wellness Partner believes that HealthSync Global has made an error in his/her compensation, the structure or organization of his/her genealogy, or any other error that impacts the Wellness Partner’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While HealthSync Global shall use its best efforts to correct errors reported more than 60 days after the date of the error, HealthSync Global shall not be responsible to make changes or remunerate Wellness Partners for losses for mistakes that are reported more than 60 days after the mistake occurs.

International Activities. Wellness Partners may not sell HealthSync Global products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.

Dispute Resolution. If a dispute arises between a Wellness Partner and HealthSync Global relating to the Agreement, the HealthSync Global business, or the rights and obligations of either party, the parties shall resolve the dispute as set forth in this Dispute Resolution Provision.

Disputes between the Company and a Wellness Partner(s) that arise from or relate to the Agreement, the business operated by the Wellness Partner, or the opportunity offered by the Company shall be resolved according to the three-step procedure of (a) informal negotiation; (b) non-binding mediation; and (c) trial before a court for claims under $50,000.00 so long as equitable relief is not sought (except as set forth below), or binding arbitration if the claim is for $50,000.00 or more or if equitable relief is claimed. IF A CLAIM SEEKS DAMAGES FOR $50,000.00 OR MORE OR SEEKS EQUITABLE RELIEF (EXCEPT AS SET FORTH BELOW), THE PARTIES AGREE TO RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION AND WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY. The following shall apply to all proceedings under this dispute resolution provision:

Any claim a party has against the other must be brought within one year from the date on which the act or omission giving rise to the claim occurred. In cases in which informal negotiation is required, once informal negotiation is requested in writing the one-year limitation of actions provisions in this provision shall be tolled until the completion of the mediation phase of this provision and for ten calendar days thereafter.

At no time prior to the negotiation and mediation procedures below are completed shall either party initiate arbitration or litigation related to this Agreement or the business except as may be specified otherwise in this dispute resolution provision.

All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation and/or mediation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation and/or mediation.

Informal negotiations and mediation shall occur in St. George, Utah unless the parties mutually agree on another forum. Informal negotiations and mediation shall take place telephonically if either party requests such.

Each party shall be responsible for its own attorney’s fees, expert, professional and witness fees incurred in pursuing any claim, regardless of the forum.

If litigation is filed in court the action may be brought in the jurisdiction in which either party resides or has its principal place of business. *If arbitration is filed all arbitration proceedings shall be filed and held in St. George, Utah.

Step 1 - Informal Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement or the Company’s business promptly by negotiation between the aggrieved Wellness Partner(s) and executives of the Company who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. A party may, at its election, choose to be accompanied in such negotiation by an attorney. If one party elects to have its attorney present, the other party must also agree to have its attorney present if that party has retained counsel.

To institute the negotiation process, either party may give the other party written notice of any dispute not resolved in the normal course of business. Within 10 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive and attorney who will accompany that party (if applicable), or the name of the Wellness Partner and his/her attorney (if applicable) who will accompany him/her in the negotiation. Within 20 days after delivery of the notice, the parties and the attorneys (as applicable) of both parties shall meet at a mutually acceptable time and place. Such meeting may occur telephonically if one party requests that the meeting be held telephonically.

Unless otherwise agreed in writing by the negotiating parties, mediation may be commenced one business day following the close of the negotiation phase described above. The negotiation phase is “closed” when one party notifies the other in writing that it considers the negotiation “closed.” Such closure shall not preclude continuing or later negotiations if desired by both parties.

Step 2 – Mediation. If the parties are unsuccessful in resolving their dispute through good faith negotiation, they shall seek to resolve the dispute through mediation. If a party elects to pursue mediation, the party shall submit a written request for mediation to the other party within 10 calendar days after the negotiation phase is completed. The parties shall have 10 calendar days following such request to select a mutually acceptable mediator. If the parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS to have a neutral mediator appointed.

Mediation shall be conducted within 20 calendar days from the date on which the mediator is selected or appointed or as otherwise agreed upon by the parties and the mediator.

Unless otherwise agreed upon by the parties, the mediation shall be closed no later than 30 calendar days following the completion of the meeting between the mediator and the parties.

Step 3(a) – Claims for under $50,000.00 with no claim for equitable relief. Claims for less than $50,000.00 and in which equitable relief is NOT sought may be brought pursuant to the arbitration provision below if the parties agree. If the parties do not agree, a claim may be brought before the small claims or district courts in the county in which either party resides or has its principal place of business.

Step 3(b) – Claims for $50,000.00 or more or claims seeking equitable relief - Confidential Arbitration. If a claim seeks $50,000.00 or more, or seeks equitable relief, and the parties do not successfully resolve their dispute through the negotiation and mediation procedures above, the dispute shall be resolved through binding confidential arbitration as set forth below.

JAMS to Administer Arbitration. The arbitration shall be filed with, and administered by JAMS in accordance with its Comprehensive Rules and Procedures, which are available on JAMS’ website at http://www.jamsadr.com/rulesclauses/xpqGC.aspx?xpST=RulesClauses. Copies of JAMS Rules and Procedures will also be emailed to Wellness Partners upon request to HealthSync Global’s customer Service Department. Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:

The Federal Rules of Evidence shall apply in all cases;

The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;

The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;

The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five business days;

The Parties shall be allotted equal time to present their respective cases;

An Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based;

Any dispute relating to whether the dispute is subject to arbitration shall be decided by through arbitration.

Confidentiality. With the exception of discussing the claims with bona fide witnesses to the dispute, neither party shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute to any third party, including but not limited to disclosure on the internet or on any social media or blog platform, prior to, during, or after any phase of the dispute resolution process unless a specific exemption contained in this dispute resolution provision applies.

Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations under this arbitration provision, the nonbreaching party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a Party, its attorneys, agents, or a proxy of a party breaches the confidentiality provision of this dispute resolution provision, the following shall apply:

The non-breaching party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, or $50,000 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each claim, allegation, pleading, or other prohibited disclosure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a Party to disclose evidence, claims or allegations relating to the dispute to any individual who is, or who may be, a bona fide witness to the dispute. The Parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty; AND

Breach of the confidentiality provision by disseminating or publishing information described in subparagraph c. above through any form of mass media (including but not limited to posting on the Internet or on any social media platform) by a party, a party’s agent, or a party’s proxy shall constitute an act of wanton and gross bad faith, and shall constitute a waiver of the beaching party’s right to pursue the claim(s) and/or defense(s) against the non-breaching party, and shall entitled the non-breaching party to a default judgment against the breaching party.

Emergency Relief. Either party may bring an action before JAMS seeking emergency relief to protect its intellectual property rights, including but not limited to protecting its rights pursuant to the non-solicitation provisions of these policies. A claim or cause of action seeking emergency relief shall be brought pursuant to the Emergency Relief Procedures in JAMS Comprehensive Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule%202, or by contacting the company at support@HealthSyncGlobal.com. The parties agree that any violation of the Nonsolicitation (policy 28) or Confidential Information (policy 19) provisions of these policies shall entitle HealthSync Global to emergency and permanent equitable relief because: (a) there shall be no adequate remedy at law; (b) HealthSync Global shall suffer immediate and irreparable harm should such policies be breached; and (c) if emergency and permanent equitable relief is not granted, the injury to HealthSync Global shall outweigh the potential harm to Wellness Partner if emergency and/or permanent equitable relief is granted.

Disputes Not Subject the Three-Step Dispute Resolution Procedure. A party need not go through the informal negotiation or mediation steps in the following situations:

Action to Enforce Arbitration Award or Order. Either party may bring an action in a court properly vested with jurisdiction to enforce an Arbitration award or order, including but not limited to an order for emergency relief.

Petitions for Emergency Relief. If a party deems it necessary to seek emergency relief to protect its interests, it may seek emergency relief as set forth in this arbitration provision without engaging in the negotiation provision mediation process set forth above. Notwithstanding the foregoing, the parties are encouraged, but not required, to engage in negotiation and or mediation concurrently with any pending request for emergency relief.

Public Equitable Relief. If public equitable relief is authorized by federal or state statute, an action may be brought before a court properly vested with jurisdiction over the parties so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings.

Disciplinary Sanctions. The Company shall not be required to engage in the three-step dispute resolution process prior to imposing disciplinary sanctions for violation of the Agreement.

Remedies. Remedies available to you under U.S. federal laws, and the state and local laws of your state, shall remain available to you in any arbitration proceeding.

Class Action Waiver. All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement, that arise from or relate to the HealthSync Global business, or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as a Wellness Partner. Submit your written opt-out notice to the Company at support@HealthSyncGlobal.com.

Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these policies, the law of the State of Utah without regard to principals of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the parties, or any other claim between the Parties. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.

Damages for Wrongful Termination. In any case which arises from or relates to the wrongful termination of a Wellness Partner’s Agreement and/or independent business, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of a Wellness Partner’s Agreement and/or loss of their independent business is proven and held to be wrongful under any theory of law, Wellness Partner’s sole remedy shall be liquidated damages calculated as follows:

For Wellness Partners earning up to $10,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to HealthSync Global’s Compensation Plan in the twelve (12) months immediately preceding the termination.

For Wellness Partners earning between $10,000.01 and $20,000.00 during the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to HealthSync Global’s Compensation Plan in the twenty-four (24) months immediately preceding the termination.

For Wellness Partners earning more than $20,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to HealthSync Global’s Compensation Plan in the thirty-six (36) months immediately preceding the termination.

Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this provision or this Agreement shall restrict or limit a Party’s right to recover liquidated damages as set forth in these Terms & Policies.

Louisiana Residents. The dispute resolution provisions in these Policies shall apply to Louisiana residents with the exception that Louisiana residents may bring arbitration against HealthSync Global in his/her home forum and pursuant to Louisiana law.